Resolution No. 90-18 CITY OF TIGARD, OREGON
lk RESOLUTION NO. O-IH
A RESOLUTION AUTHORIZING A LEASE-PURCHASE AGREEMENT IN All AMOUNT
OF NOT MORE THAN $1,500,000 AND RELATED MATTERS
WHEREAS, the City of Tigard, Oregon (the "City") was authorized
by its voters to levy taxes serially over five years beginning in
1990-91 in the amount of $350,009 per year to be used for
improvements to City Larks (the "Park Serial Levy"); and
WHEREAS, the City finds that it can construct the improvements
more quickly and avoid increases in construction costs associated
with delay by financing the costs of the park improvements
through a lease-purchase agreement;
NOW, THEREFORE, the City of Tigard, Oregon resolves:
1. Lease-Purchase Agreement. The City is hereby authorized to
enter into a Lease-Purchase Agreement in substantially the
form attached as Exhibit A (the "Lease-Purchase Agreement"),
to acquire park improvements. The principal amount of the
Lease-Purchase Agreement shall not exceed $1,500,000. The
true interest cost of this lease-purchase financing shall
not exceed 8.0 percent per annum. The Lease-Purchase
Agreement shall be payable solely from the ?Honey received by
the City in connection with the Park Serial Levy, and from
any other funds subsequently appropriated by the City
Council to pay lease payments in the event that the Park
Serial Levy is insufficient. The City Council hereby
acknowledges its current intention to appropriate funds from
sources other than the Park Serial Levy in the event that
the Park Serial Levy is insufficient to pay amounts due
under the Lease-Purchase Agreement.
2. Escrow Agreement. The City is hereby authorized to enter
into an Escrow Agreement with United States National Bank of
Oregon, as escrow agent In, substa"tially the form attached
hereby as Exhibit B (the "Escrow Agreement"), pursuant to
which United States National Bank of Oregon shall issue
certificates of participation (the "Certificates")
evidencing the right to receive the City's lease payments.
® 3. Final Terms and Additional Documents. The Lcity
r the
e laretry
authorized,^on^behalf of the iCity:
a. to prepare and authorize the distribution of
preliminary and final official statements relating to
the Lease-Purchase Agreement and the Certificates;
Page 1 - Resolution mn+\mte1267.re&
�]
g �I(,—tg April 3, 1990
b. to negotiate the terms under which the Certificates
shall be sold to Security Pacific Bank Oregon, and to
enter into a certificate purchase agreement or other
document pursuant to which Security Pacific Bank Oregon
shall purchase the Certificates;
C. to establish the dated da;-, interest payments dates,
interest rates (not to exce� : the true interest cost
stated in Section 1 of the resolution), the principal
maturities and final principal amount (not to exceed
the maximum stated in Section 1 of this resolution),
the terms under which the lease payments and the
Certificates shall be subject to prepayment (if any),
and all other terms under which the Certificates and
the Lease-Purchase Agreement shall be executed,
delivered, issued and sold;
d. to make changes to the Lease-Purchase Agreement and the
Escrow Agreement which the City Administrator or the
Finance Director determine to be in the best interests
of the City, and to execute the Lease-Purchase
Agreement and the Escrow Agreement; and
e. to enter into any other agreements and to execute any
certificates which are necessary to finance the park
improvements in accordance with this resolution.
_._ /'-
PASSED: Thip- ./ -d"ay tof April, 1490.
4 Mayor Ci y of Tigard
ATTEST:
City Recorder, Cit�Tigard
a
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April 3, 1990
!, I
EXHIBIT A
LEASE-PURCHASE AGREEMENT
This Lease-Purchase Agreement (the "Agreement") is
dated as of May 1, 1990, and entered into between United States
National Bank of Oregon (the "Lessor"), and the City of Tigard,
Washington County, Oregon (the "Lessee") . In consideration of
the mutual obligations contained herein, the Lessor and the
Lessee agree as follows:
ARTICLE I
Definitions, Recitals, Covenants and Representations
Section 1.1. Definitions. The following capitalized
terms shall have the following meanings, unless the context
clearly requires otherwise:
"Appropriated Funds" means funds appropriated or
otherwise made available by the City Council from sources other
than the Parks Serial Levy to pay amounts due under this
Agreement for the fiscal period in which the amounts are due,
together with anv amounts deposited with the Escrow Agent
pursuant to the Escrow Agreement.
"Certificates" means the Certificates of Participation,
Series 1990, in the Lease Payments which the Escrow Agent is
directed to issue pursuant to Section 3.1 of the Escrow
Agreement.
"Code" means the Internal Revenue Code of 1986, as
amended, and all applicable regulations.
"Dedicated Funds" means the Parks Serial Levy, any
Appropriated Funds, and unexpended proceeds of the Certificates
as provided in Section 2.2(e) of the Escrow Agreement.
"Escrow Agent" means United States National Bank of
Oregon, as Escrow Agent, under the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement, dated
May 1, 1990, among Lessor, Lessee, and Escrow Agent, relating to
this Purchase Agreement.
- "LVeltc o£ uerauiL" is defined in Section 7.1.
"Government Obligations" means direct and general
obligations of the United States of America, to the payment of
which the full faith and credit of the United States are pledged.
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"Lease Payments" means the Lease payments payable by
Lessee pursuant to Section 2.3.
"Lease Term" is defined in Section 2.2.
"Lessee" means the City of Tigard, Washington County,
Oregon, its successors and assigns.
"Lessor" means United States National Bank of Oregon,
its successors and its assigns.
"Owners" means the registered owners of the
Certificates as shown on the registration books maintained by the
Escrow Agent.
"Parks Serial Levy" means all ad valorem property tax
revenues received by the City from the five year serial levy
authorized by the voters of the City on September 19, 1990, to
fund park improvements.
"Paying Agent" means United States National Bank of
Oregon, or its successors, as paying agent and registrar under
the Escrow Agreement.
"Payment Date" means a date that Lease Payments are
scheduled to be paid, as Indicated in Appendix s.
_. "Property" means the property described in Appendix A
hereto, as it may be amended from time to time by Lessee by
written notice to Lessor and Escrow Agent, as yiovided in
Section 3.6.
Agreement. "Purchase Agreement" means this Lease-Purchase
"Special Fund" means the fund described in Section 2.1
of the Escrow Agreement.
"Vendor" means the suppliers of or contractors for the
Property from whom Lessee is acquiring the Property.
Section 1.2. Recitals.
(a) Lessee desires to lease and purchase certain
property from the Lessor and Lessor desires to lease and sci+
that Pronerty t4. the Lesb�e in accordance with this Purchase
Agreement. s vf+-
(b) Lessee is authorized to enter into this Agreement
under ORS 271.390.
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Apr11 3, 1990
1
Section 1.3. Covenants and Representations of Lessee.
Lessee represents, covenants and warrants for the benefit of
Lessor and the Owners as follows:
(a) Lessee is a municipality which is duly organized
and existing under the Constitution and laws of the State of
Orcgon, and has full power and authority to enter into this
Purchase Agreement and to perform all of its obligations
hereunder.
(b) Lessee will do or cause to be done all things
necessary to remain in existence throughout the Lease Term.
(c) Lessee has been duly authorized to execute and
deliver this Purchase Agreement by proper action by its City
Council and has complied with all requirements and procedures
which are necessary to ensure the validity and enforceability of
this Purchase Agreement.
(d) Lessee has complied, or will comply, with all
public bidding requirements which apply to this Purchase
Agreement and the acquisition by Lessee of the Property
hereunder.
(e) Lessee will comply with all applicable provisions
of the Code, so that the interest component of Lease Payments
will be excludable from gross income under the Code. Lessee
specifically covenants that it will comply with the "arbitrage"
provisions of Section 146 of the Code, and will pay any rebates
due to the United States thereunder, and that it will use the
Property so that this Purchase Agreement and the Certificates are
not "private activity bonds" under Section 141 of the Code.
ARTICLE II
Lease and Lease Payments
Section 2.1. Lease of Property. Lessor hereby leases
and sells to Lessee, and Lessee hereby leases and purchases from
Lessor, the Property in accordance with this Purchase Agreement.
Section 2.2. Lease Term. The term of this Purchase
AQrp_ement shall commence on May 1, 1990, and shall terminate on
June 1, 1995 unless sooner terminated as provided herein.
Section 2.3. Payment of Lease Payments.
(a) Lessee agrees to pay the sum of $ as
the purchase price for the Property, in installments, with
interest, but solely from Dedicated Funds. The installment
HWR\wtsl267.lpoPa e 3 - Lease-Purchase Agreement April3, 1990
payments of the purchase price are described herein as the
"principal components" of the Lease Payments. Interest accruing
on the unpaid principal components is described herein as the
"interest component" of the Lease Payments.
(b) Lessee shall promptly pay the Lease Payments from
Dedicated Funds on the Payment Dates and in the amounts shown in
Exhibit B, for the use and acquisition of the Property. The
interest component payable on any Payment Date during the Lease
Term shall consist of the interest accruing on each unpaid
principal component (at the rates stated in Exhibit B) from the
most recent Payment Date to which interest has been paid in full
(or, if no interest has been paid, since May 1, 1990) . In
addition, Lessee shall pay directly to Escrow Agent the fees of
the Escrow Agent, and to the United States any rebates due under
Section 148 of the Code on the gross proceeds of this Purchase
Agreement and the Certificates.
Section 2.4. Special Fund. As additional security
for the Owners, the City hereby covenants to transfer immediately
to the Escrow Agent for deposit into the Special Fund from the
first proceeds of the Parks Serial Levy received by the City in
each fiscal year, and at least monthly thereafter, all Parks
Serial Levy proceeds until the Special Fund contains an amount
(with other funds available in the Special Fund) at least equal
to all Lease pas,—„erts which will become due during the period
beginning on November fifteenth and ending on the next following
E. November fourteenth. The City further covenants not to spend any
of the proceeds of the Parks Serial Levy for any purpose unless
and until the Special Fund of the Special Fund has a balance at
least equal to all Lease Payments which will become due during
the period beginning on November fourteenth and ending on the
next following November fifteenth.
Section 2.5. Lease Payments to be Unconditional.
EXCEPT AS PROVIDED IN SECTION 2.6 HEREOF, THE OBLIGATIONS OF
LESSEE TO PAY THE LEASE PAYMENTS FROM THE DEDICATED FUNDS AND TO
PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED
HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT
ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY
REASON, INCLUDING WITHOUT LIMITATION ANY DEFECTS OR FAILURES OF
THE PROPERTY, AND ANY ACCIDENT, CONDEIWATIoN OR OTHER UNFORESEEN
CIRCUMSTANCES.
Section 2.6. Appropriated Funds and Nona ro rlatiO .
(a) The Lease Payments are payable solely t__
�r from file Parks Seri
Levy and, to the extent that the Parks Serial Levy is
insufficient, from the Appropriated Funds, if any. The Tigard
City Council shall be under no legal obligation to insure that
there will be Appropriated Funds sufficient to pay any Lease
Payments that are not paid from the Parks Serial Levy, and the
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April 3, 1990
Tigard City Council may at any time fail to appropriate money to
pay amounts due hereunder. In the event of such a
nonappropriation, the Lessee and the Owners of the Certificates
would be entitled to be paid solely from the Parks Serial Levy.
(b) The Lessee reasonably believes that Appropriated
Funds can be obtained at the times required herein to pay all
Lease Payments which will not be paid from the Parks Serial Levy.
(c) The Lessee covenants, as part of its regular
budget process, to request its City Council to appropriate money
(other than from the Parks Serial Levy) for each fiscal period in
an amount estimated to be sufficient to pay any Lease Payments
which will not be paid from the Parks Serial Levy.
(c) THIS AGREEMENT AND THE CERTIFICATES, TOGETHER WITH
INTEREST THEREON, ARE NOT GENERAL OBLIGATIONS OF THE CITY OF
TIGARD BUT ARE LIMITED OBLIGATIONS OF THE LESSEE AND ARE PAYABLE
SOLELY FROM THE DEDICATED FUNDS. NO OWNER OF ANY CERTIFICATE
SHALL EVER HAVE THE RIGHT TO COMPEL THE CITY COUNCIL OF THE CITY
OF TIGARD TO APPROPRIATE FUNDS OR TO ANY EXERCISE OF THE TAXING
POWER OF THE CITY (OTHER THAN THE PARKS SERIAL LEVY) TO PAY ANY
CERTIFICATE OR THE INTEREST THEREON. THIS AGREEMENT AND THE
CERTIFICATES SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE,
LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY OF TIGARD
EXCEPT THE PARKS SERIAL LEVY AS PROVIDED IN THIS AGREEMENT AND
THE ESCROW AGREEMENT. THIS AGREEMENT AND THE CERTIFICATES ARE A
SPECIAL OBLIGATION OF THE CITY OF TIGARD, PAYABLE SOLELY FROM THE
DEDICATED FUNDS, AND SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE
CITY OR A PLEDGE OR LENDING OF THE CREDIT THEREOF, WITHIN THE
MEANING OF ANY CHARTER OR STATUTORY LIMITATION AND DO NOT
CONSTITUTE NOR GIVES RISE TO A PECUNIARY LIABILITY OF THE CITY OR
A RIGHT TO ENFORCE PAYMENT OF ANY OR ALL CERTIFICATES AGAINST ANY
PROPERTY OF THE CITY EXCEPT THE PARKS SERIAL LEVY AND ANY
APPROPRIATE FUNDS.
Section 2.7. Prepayment of Lease Payments. Principal
components of Lease Payments due in the years through
are not subject to prepayment. Principal components of Lease
Payments due on or after , 19 may be prepaid at the
option of the City in whole at any time, or in part on any
Payment Date, on or after , 19_, without premium,
but with interest accrued thereon to the date of prepayment. The
City shall notify the Escrow Agent of prepayment not less than
thirty-five days, and not more than sixty-five days, prior to the
prepayment date, and shall deposit with the Escrow Agent money
sufficient to accomplish the prepayment, not less than five
bvsin-gm days prior to the prepayment date.
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Apr11 3. 1990
ARTICLE III
The Property
Section 3.1. Delivery, Installation and Acceptance of
Property. Lessee shall acquire the Property, shall cause the
Property to be delivered and installed as specified in Exhibit A,
and shall pay all delivery and installation costs, if any, in
connection therewith. All costs of acquisition of the Property
shall be payable solely from moneys on deposit with the Escrow
Agent in the Acquisition Account or from Lessee's own funds if
the moneys in the Acquisition Account are inadequate. To provide
funds for the purchase of the Property, the Lessor shall deposit
the par amount of the Certificates, less discount, with the Lesse
in the Acquisition Account.
Section 3.2. Possession of Property. Lessee shall be
entitled to exclusive possession and enjoyment of the Property
during the Lease Term, without interference from the Lessor, the
Escrow Agent or the Owi:ers.
Section 3.3. Title to the Property; Lessor's Lien.
Upon acceptance of the Property by Lessee, title to the Property
shall vest in Lessee. The Lessor shall have no lien on the
Property by virtue of this Purchase Agreement or the transactions
contemplated herein.
., Section 3.4. Maintenance of Property. Lessee shall
have sole responsibility to maintain, repair or make improvements
or additions to the Property.
Section 3.5. Liens, Taxes, Other Governmental Charges
and Utility Charges. The parties to this Purchase Agreement
contemplate that the Property will be used for a governmental or
proprietary purpose of Lessee and, therefore, that the Property
will be exempt from all property taxes. Nevertheless, if the
use, possession or acquisition of the Property is determined to
be subject to taxation, Lessee shall pay when due all taxes and
governmental charges lawfully assessed or levied against or with
respect to the Property. Lessee shall pay all utility and other
charges incurred in the operation, maintenance, use, occupancy
and upkeep of the Property.
Section 3.6. Change of Property. Lessee may amend
the description of the Property which is contained in Appendix A
by filing with the Lessor a written notice clearly specifying the
amendment, together with:
(a) a certification that the value of the Property
after the change or substitution will not be materially less than
8Wm3Page 6 Lease-Purchase R reement April 3, 1993
the value of the Property prior to the change or substitution;
and
(b) at Lessee's option, either (i) an opinion of
nationally recognized bond counsel that the proposed change or
substitution will not cause the interest components to be
includable in taxable income under the Code, or (ii) a
certification by the Lessee that the changed or substituted
property will be owned and operated exclusively by the Lessee,
and not used by any person except the Lessee and members of the
general public.
ARTICLE IV
Warranties
Section 4.1. Disclaimer of Warranties. LESSOR MAKES
NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROPERTY, OR WAR-
RANTY WITH RESPECT THERETO. In no event shall Lessor be liable
for any incidental, Indirect, special or consequential damage in
connection with or arising out of this Purchase Agreement or the
existence, furnishing, functioning or Lessee's use of any item,
product or service provided for in this Purchase Agreement.
Section 4.2. Vendor's Warranties. Lessor hereby
assigns to Lessee whatever claims and rights (including, without
limitation, warranties) which Lessor may have against any
manufacturer of any component of the Property, or against the
Vendor. Lessee's sole remedy for the breach of any warranty,
indemnification or representation shall be against the Vendor of
the Property, and not against Lessor, nor shall such matter have
any effect whatsoever on the rights and obligations of Lessor
with respect to this Lease, including the right to receive full
and timely payments hereunder. Lessee expressly acknowledges
that Lessor makes, and has made, no representations or warranties
whatsoever as to the existence or the availability of such
warranties from the manufacturer or Vendor of the Property.
ARTICLE V
Defeasance
Section 5.1. If the Lessee:
(a) irrevocably deposits in escrow with the Escrow
Agent for the payment of the Lease Payments money or noncallable
Government Obligations; and,
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April 3, 1990
(b) files with the Escrow Agent an opinion from an
independent, certified public accountant to the effect that the
money and the principal and interest to be received from the
Government Obligations are calculated to be sufficient, without
further reinvestment, to pay all unpaid Lease Payment when due;
and,
(c) files with the Escrow Agent an opinion of
nationally recognized bond counsel that the proposed defeasance
will not cause the interest component of the Lease Payments to be
includable in gross income under the Code;
then the Lease Payments shall be made on behalf of the Lessee
solely from the money and Government Obligations deposited with
the Escrow Agent, the Property shall be released from any lien or
claim hereunder, and the Lessee shall have no further obligation
to make Lease Payments hereunder from any source except the
escrow. The Escrow Agent shall notify all Owners of outstanding
Certificates of any defeasance pursuant to this section.
ARTICLE VI
Assignment and Subleasing
Section 6.1. Assignment by Lessor. All Lessor'o
rights under this Purchase Agreement are hereby assigned to the
Escrow Agent. Such rights may be reassigned only to the Escrow
Agent's successors under the Escrow Agreement, and to the Owners.
Any assignment to or by an Owner shall not be effective until it
Is registered on the -egis__ation books kept by the
- 'raying Agent.
Section 6.2. Assignment and Subleasing by Lessee.
None of Lessee's right; title and interest In, to and under this
Purchase Agreement and in the Property may be assigned, sold,
subleased or encumbered by Lessee without the prior written
consent of "Lessor, which consent shall not be unreasonably
withheld, and, if requested by Lessor or its assigns, an opinion
of counsel satisfactory to Lessor or its assigns that such
assignment, sale, subleasing or encumbering will not adversely
affect the exemption of the interest components of the Lease
Payments from federal income taxation.
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April 3, 1990
ARTICLE VII
Default and Remedies
Section 7.1. Events of Default Defined. Any of the
following shall constitute an "Event of Default" under this
Purchase Agreement:
(a) Failure by Lessee to pay any Lease Payment or
other payment when due (other than a failure which occurs as a
result of nonappropriation of funds as described in Section 2.6
hereof);
(b) Failure by Lessee to pay any Lease Payment or
other payment when due as a result of nonappropriation of funds
as described in Section 2.6 hereof;
covenant, cFailure
onditionor agreement on ittsepart rve ato berobserved or
performed for a periodof sixty (60) days after written notice
specifying such Failure and requesting that it be remedied is
given to Lessee by Lessor, unless Lessor shall agree in writing
to an extension of such time prior to its expiration; provided
that, if the failure stated in :.he notice cannot be corrected
within sixty days, Lessor will not unreasonably withhold its
consent to an extension of such time if corrective action is
instituted by Lessee within sixty days and diligently pursued
.. until the default is corrected; or
(d) Any statement, representation or warranty made by
Lessee in or pursuant to this Purchase Agreement or its
execution, delivery or performance shall prove to have been
false, incorrect, misleading or breached in any material respect
on the date when made.
Section 7.2. Remedies on Default. Whenever an Event
of Default described in Section 7.1 (a), (c) or (d) exists,
Lessor may (and shall upon written request of the Owners
representing not less than 66 and two-thirds percent in dollar
amount of the unpaid principal components of Lease Payments)
without any further demand or notice, take one or more of the
£uilowing remedial steps:
(a) Declare all the unpaid principal components of. the
Lease Payments immediatF i_ d,.e -.,a
interest accrued thereon to the�date 4ofLpayment;�her with
(b) Exercise any other remedy available at law or in
equity, except that the Property shall not be subject to
foreclosure or attachment.
i
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April 3, 1990
Whenever an Event of Default described in Section 7.1
(b) exists, Lessor may (and shall upon written request of the
Owners representing not less than 66 and two-thirds percent in
dollar amount of the unpaid principal components of Lease
Payments) without any further demand or notice, declare all the
unpaid principal components of the Lease Payments immediately due
and payable, together with interest accr.:cd Laxereon to the date
of payment, and enforce the payment thereof by any method
ava;-lable at law or _n equity, but solely from the Parks Serial
Levy and any Appropriated Funds. In no evert shall the Lessee be
liable to the Lessor for damages because of a failure to provide
Appropriated Funds, and, in the event of a nonappropriation the
Lessee shall not be obligated to pay any amounts to the Lessee or
the Owners of the Certificates from any source except the
Dedicated Funds.
Section 7.3. No Remedy Exclusive. No remedy herein
conferred upon or reserved to Lessor is intended to be exclusive
and every such remedy shall be cumulative and shall be in addi-
tion to every other remedy given under this Purchase Agreement
now or hereafter existing at law or in equity. No delay or omis-
sion to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be
a waiver thereof but any such right or power may be exercised
from time to time and as often as may be deemed expedient. In
order to entitle Lessor to exercise any remedy reserved to it in
this Article it shall not be necessary to give any notice, other
than such notice as may be required in this Article.
ARTICLE VIII
Miscellaneous
Section 8.1. Release and Indemnification Covenants.
To the extent permitted by law, Lessee shall indemnify, protect,
hold harmless, save and keep harmless Lessor from and against any
and all liability, obligation, loss, claim and damage whatsoever,
regardless of cause thereof and all expenses in connection
therewith, including, without limitation, counsel fees and
expenses, penalties and interest arising out of or as the result
of the entering into of this Purchase Agreement, the ownership of
any item of the Property, the ordering, acquisition, use,
operation, installation, condition, purchase, delivery,
rejection, storages or return of any item of the Property or any
r��
accident in connection with the operation, use, condition,
Possession, storage or return of any ;tem of the Prnna_rfo
resulting in damage to property or injury to or death to2any
person. The indemnification arising under this paragraph shall
continue in full Force and effect notwithstanding the full
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April !, 1990
t
payment of all obligations under this Purchase Agreement or the
termination of the Lease Term for any reason.
Section 8.2. Notices. All notices or other
communications hereunder shall be sufficiently given and shall be
deemed given when delivered or mailed by registered mail, postage
prepaid, to the parties hereto at the following addresses (or at
such other address as either party hereto shall designate in
writing to the other for notices to such party):
Lessor: United States National Bank of Oregon
Corporate Trust and Agencies Department
P.O. Box 3850
Portland, Oregon 97208
Lessee: City of Tigard
13125 S.W. Hall Blvd.
P.O. Box 23397
Tigard, Oregon 97223
Attention: Finance Director
Section 8.3. Binding Effect. This Purchase Agreement
shall inure to the benefit of and shall be binding upon Lessor
and Lessee and their respective successors and assigns.
Section 8.4. Severability. In the event any
provision of this Purchase Agreement shall be hpld invalid or
E unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other
provision hereof.
Section 8.5. Amendments Changes and Modifications.
This Purchase Agreement may be amended by Lessor and Lessee;
provided that no amendment that affects the rights of the Owners
shall be effective unless it shall have been consented to by the
Owners of Certificates representing a majority of the unpaid
principal components of the Lease Payments.
Section $.6. Execution in CounLernarts. This
Purchase Agreement may be simultaneous--y executed iv several
counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
Section 8.7. Applicable Law. This Purchase Agreement
snail be governed by and construed in accordance with the laws of
the State of Oregon.
Section 8.8. _Caotions. The captions or headings in
this Purchase Agreement are for convenience only and in no way
define, limit or describe the scope or intent of any provisions
or sections of this Purchase Agreement.
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IN WITNESS WHEREOF, Lessor and Lessee have caused this
Purchase Agreement to be executed in their names by their duly
authorized representatives as of th= first above written.
UNITED STATES NATIONAL C1•rx of TIGARD, OREGON,
HANK OF OREGON, as Lessor as Lessee
By: By:
Authorized Officer Finance Director
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April 3, 1990
APPENDIX A
PROPERTY DESCRIPTION
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Apr11 3, 1990
APPENDIX B
LEASE PAYMENT SCHEDULE
s
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]April 3, 1990 -
i
s
x
EXHIBIT B
I
ESCROW AGREEMENT
This Escrow Agreement is dated May 1, 1990 and is
entered into among United States National Bank of Oregon, as
Escrow Agent, United States National Bank of Oregon, as Lessor,
and the City of Tigard, Oregon, as Lessee. In consideration of
the mutual covenants contained herein, the parties agree as
follows:
ARTICLE I
Definitions and Recitals
Section 1.1. Definitions.
(a) The capitalized terms which are used in this
Escrow Agreement, but not defined herein, shall have the meanings
defined for such terms in the Lease Purchase Agreement which is�
dated May 1, 1990 between the Lessor and the Lessee (the
"Purchase Agreement").
(b) The following capitalized terms shall have the
following meanings, unless the context clearly requires
otherwise:
"Acquisition Account" means the account of that name in
the Fund, as described in Section 2.2.
"Permitted Investments" means any investments which the
Lessee is authorized to purchase under the laws of the State of
Oregon.
"Property Costs', means all costs of the Property, and
any costs associated with the Purchase Agreement, and the
preparation and sale of the Certificates.
"Record Date" means the fifteenth day of the month
preceeding a Payment Date.
"Special Fund" means the City of Tigard, Oregon 1990
Lease Payment Fund, as described in Section 2.1.
Section 1.2. Recitals.
(a) Lessee and Lessor have entered into the Purchase
Agreement, wherein Lessor has agreed to lease and sell the
Property to the Lessee, and the Lessee has agreed to lease and
Purchase the Property from Lessor, as provided in the Purchase
Agreement.
- Escrow A
Page 1 Agreement ewx\mte1267.1pe
April 3, 1990
(b) Under the Purchase Agreement, Lessor is required
to deposit the par amount of the Certificates, less discount,
with the Lossee in the Acquisition Account, and the Lessee is
required to pay Lease Payments to the Lessor.
(c) The Lessor has assigned all its rights to the
Lease Payments to the Escrow Agent. The Escrow Agent has agreed
to execute and deliver the Certificates to the Paying Agent, the
Paying Agent will deliver the Certificates to their purchasers,
who will provide the money to be deposited by Lessor in the
Acquisition Account. The Paying Agent will distribute the Lease
Payments to the Owners.
(d) Each of the parties has authority to enter into
this Escrow Aqreement, and has taken all actions necessary to
authorize its execution by the officers signing it. Neither the
execution and delivery of tY:is Escrow Agreement nor the
fulfillment of or compliance with the terms and conditions
therec£ nor the consummation of the transactions contemplated
thereby, conflicts with or results in a breach of the terms,
conditions or provisions of any restriction or any agreement or
instrument to which any of the parties is now a party or by which
any of the parties is bound, or constitutes a default under any
of the foregoing.
ARTICLE II
Funds and Accounts
Section 2.1. The 1990 Certificates Fund. The Escrow
Agent shall establish a special escrow fund designated a 'he
City of Tigard, Oregon 1990 Lease Payment Fund (the "Special
Fund"), which shall be separate from all other accounts and
moneys held by it. The Escrow Agent shall administer the Special
Fund Account as provided in this Escrow Agreement.
(a) Accrued interest in the amount of $
from the sale of the Certificates shall be deposited in the
Special Fund and applied toward payment of interest on the
Certificates.
(b) The Lease Payments described in Section 2.3 of the
Purchase Agreement shall be paid by the Trustee, on behalf of the
City, from money deposited in the Special Fund. Any interest
earnings on the moneys in the Special Fund shall be credited to
the Special Fund.
(c) The moneys dep cited in the Special Fund shall be
applied by the Escrow Agent solely for -the benefit of the Owners.
HWR\mtalsa7.1p®
Page 2 - Escrow Agreement April 3, 1990
Not later than each Payment Date the Escrow Agent shall
distribute the Lease Payments to the Owners entitled thereto.
The moneys credited to the Special Fund shall not be commingled
with any other moneys held by the FRcrow Agent under this
Agreement. Any investmenc earnings a money in the Special Fund
shall be credited to the Speciate Fund.
Section 2.2. The Acquisition Account. The Lessee
shall establish a special account aesignated as the Acquisition
Account, which shall be separate from all other accounts and
moneys held by the Lessee, and shall administer the Acquisition
Account as provided in this Escrow Agreement.
(a) There shall be credited to the Acquisition Account
the sum of $ as provided in Section 1.2(b) .
(b) The Lessee shall use the money in the Acquisition
Account soley to pay Property Costs, and shall keep accurate
records of the date, amount, and nature of each disbursement from
the Acquistion Account. Any investment earnings on money in the
Acquisition Account shall be credited to the Acquisition Account.
(c) Upon payment of all Property Costs the Lessee
shall file with the Escrow Agent a completion certificate, and
shall transfer to the Escrow Agent for deposit in the Special
Fund any amount then remaining in the Acquisition Account. So
long as no Event of Default has occurred and is continuing, such
amount shall be credited against the next Lease Payments to be
made by the Lessee pursuant to Section 2.3 of the Purchase
Agreement.
(d) Upon receipt of written notice from Lessor that an
Event of Default has occurred under the Purchase Agreement and
that Lessor has declared all unpaid principal components immedi-
ately due and payable, Lessee shall forthwith transfer all funds
in the Acquisition Account to Escrow Agent for deposit in the
Special Fund.
ARTICLE III
The Certificates
Section 3.1. General Terms.
(a) The Certificates shall be in an aggregate
principal amount of $ , and shall evidence ownership
interests in specific principal components of the Lease Payments,
plus interest accruing thereon.
a"
Page 3 - Escrow Agreement "�ll 3, 19 9
Appril 3. 190
90
(b) Owners of Certificates maturing in any given year
will be entitled to receive a proportionate share of the
principal component of Lease Payments due that year, plus an
amount of the interest component of each Lease Payment each
Payment Date which is attributable to the interest accruing on
that principal component.
(c) The Certificates shall be dated May 1, 1990, shall
represent principal components of Lease Payments due on June 1 of
the following years in the following amounts, which accrue
interest at the following rates per annum:
Year Amount
Rate
The Certificates shall entitle the Owners to receive
interest from the most recent Payment Date to which interest has
been paid in full or, if no interest has been paid, from May 1,
1990. Interest on the Certificates shall be payable on the
Payment Dates, which are June 1 and December 1 each year,
commencing on December 1, 1990.
Section 3.2. Execution and Delive of Certificates.
Upon request of the Lessee, the Paying Agent shall authenticate
and deliver the Certificates in substantially the form shown in
bependix A. The signed by facsimile fofaansauthorized shall be Iloofficer ofrthelEscrowll
Agent and shall be in denominations of $5,000 or any integral
multiple thereof as directed by the original purchasers.
Section 3.3. Redemption.
i ) The Certifica—t- _r, maturing on or after
19— shall be subject to redemption upon prepayment of associated
principal components of Lease Payments, on and after
19 , in whole at any time or in part on any Payment Date, and by
lot within a maturity in such manner as the Pawing Agent shall
determine, at a price of par plus interest accrued to the date
fixed for redemption.
(b) The Paying Agent shall give notice of any redemp-
tion by first class mail, postage prepaid, and by publication in
Page 4 - Escrow Agreement HW\mte1267.1pe
April 3, 1990
a newspaper or financial journal of general circulation published
in the City of Portland, Oregon, not more than 60 nor less than
30 days prior to the date fixed for redemption. The notice of
redemption shall identify the Certificates to be prepaid, their
redemption price, the redemption date, and the places where the
amounts due upon such redemption are payable.
Section 3.4. Authentication, Registration and
Transfer.
(a) All Certificates shall be in registered form. The
Paying Agent shall serve as paying agent and registrar for the
Certificates. The Paying Agent shall provide notice to Owners of
any change in the Paying Agent not later than the interest
payment date following the change in Paying Agent.
(b) No Certificate shall be entitled to any right or
benefit under this Eacrow Agreement unless it shall have been
authenticated by an authorized officer of the Paying Agent. The
Paying Agent shall authenticate all Certificates properly
surrendered for exchange or transfer pursuant to this Escrow
Agreement and any Certificate issued in lieu of any mutilated,
destroyed, lost or stolen Certificate.
(c) The ownership of all Certificates shall be entered
in the register maintained by the Paying Agent, and the Lessee,
the Paying Agent and the Escrow Agent may treat the person listed
as Owner in the register as the other of the Certificate for all
purposes.
(d) On each Payment Date the Paying Agent shall mail
each interest payment to the name and address of the Owners
entitled thereto, as they appear on the register at the close of
business on the Record Date. If payment is so mailed, neither
the Lessee, the Paying Agent nor the Escrow Agent shall have any
further liability to any party for such interest payment. The
principal of the Certifical-es and premium, if any, shall be
payable at the corporate tryst officer of the Paying Agent upon
presentation and surrender of the Certificates.
(e) Certificates may be exchanged for an equal
principal amount of Certificates of the same maturity which are
in different denominations, and Certificates may be transferred
to other owners if the Owner submits the following to the Pay-^y^
Agent:
(i) written instructions for exchange or transfer
satisfactory to the Paying Agent, signed by the Owner or his
attorney in fact and guaranteed or witnessed in a manner
satisfactory to the Paying Agent; and
RwR\mta1267.1Ve
Page 5 - Escrow Agreement Agzi1 3, 1990
(ii) the Certificates to be exchanged or
transferred.
(f) The Paying Agent shall not be required to exchange
or transfer any Certificates submitted to it during any period
beginning with a Record Date and ending on the next following
Payment Date; however, such Certificates shall be exchanged or
transferred promptly following that interest payment date. In
addition, the Paying Agent shall not be requiisd to exchange or
transfer any Certificates if the unpaid principal components of
the Lease Payments have been declared immediately due and
payable.
(g) The Paying Agent shall not be required to exchange
or transfer any Certificates if the Certificates have been
selected for redemption.
(h) For purposes of this Section, Certificates shall
be considered submitted to the Paying Agent on the date the
Paying Agent actually receives the materials described in
&ubsection (e) of this Section.
(i) The Paying Agent may require payment by the Owner
Of a sum sufficient to pay any tax or other governmental charge
that may be imposed in connet."on with any transfer or exchange
of Certificates. A11 other expenses incurred by the Paying Agent
in connection with any transfer or exchange of Certificates shall
be paid by the Owner thereof.
(j) The Lessen and the Escrow Agent may alter these
Provisions regarding registration and transfer bv mailing
notification of the altered provisions to all Ow_ners. The
altered provisions shall take effect on the date stated in the
notice, which shall not be earlier than 45 days after notice is
mailed.
ARTICLE IV
I nve s tiuent s
Section 4.1. Funds Held in Trust. The moneys and
investments held by the Escrow Agent under this Escrow Agreement
are irrevocably held in trust for the benefit of Lessor, the
Lessee and the Owners, and for the purposes herein specified, and
such moneys, together with any income or interest earned thereon_.
s'- all b-^ expended only as provided in this Escrow Agreement, and
shall not be subject to levy or attachment or lien by or for the
benefit of any creditor of either the Lessor or the Lessee or any
Owner, or any of them.
Page 6 - Escrow Agreement 6MA\m�1267.1pe
Apr11 3, 1990
Section 4.2. Investment Procedures. Moneys held by
the Escrow Agent hereunder shall be invested and reinvested by
the Escrow Agent at the direction of the Lessee. All deposits in
the Special Fund and the Acquisition Account shall be invested in
securities which are legal investments for the Lessee under the
laws of the State of Oregon. Investments in the Special Fund
shall be registered in the name of the Escrow Agent for the
benefit of the Lessee and held by the Escrow Agent. The Escrow
Agent may purchase or sell to itself or any affiliate, as
principal or agent, investments authorized by this section. The
Escrow Agent may act as purchaser or agent in the making or
disposing of any investment.
Section 4.3. Sale of Investments. The Escrow Agent
shall without further direction from the Lessee sell such
investments as and when required to make any payment from the
account for which such investments are held. Any income received
on such investments shall be credited to the respective account
for which it is held, subject to any provision of this Escrow
Agreement specifying any different credit or the transfer thereof
to another Account or to the Lessee.
Section 4.4. Accounting. Liability and Surplus Money.
The Escrow Agent shall furnish to the Lessee an accounting of all
investments. The Escrow Agent shall not be responsible or liable
for any loss suffered in connection with any investment of funds
made by it in accordance with this section. Upon termination of
this Escrow Agreement surplus money in any account shall be paid
to the Lessee.
ARTICLE V
The Escrow Agent
Section 5.1. Compensation. As sole compensation for
the Escrow Agent's services hereunder, the Lessee shall pay to
the Escrow Agent its previously agreed fees, and shall reimburse
the Escrow Agent for all its reasonable expenditures (including
i.ts reasonable attorney's fees) . The Escrow Agent shall have no
l.er, on the Special Fund.
Section 5.2. Limitations on Duties of Escrow Agent.
The Escrow Agent =ereiy accepts the duties imposed upon it by
this Escrow r Agreement, and agrees to perform said duties as an
ordinari lv prndenescrr.._. s.�cnt u:ada &a e3c:row agreement, but
only uponand subject to„the following express terms and
conditions:
(a) The Escrow Agent may execute any of the duties or
powers hereof and perform any of its duties by or through attor-
Page 7 - Escrow Agreement ewx\-1267.1pe
April 3, 1990
ne_ys, agents, receivers or employees but shall be answerable for
the conduct of the same in accordance with the standard specified
above, and shall be entitled to advice of counsel concerning all
matters or duties hereunder, and may in all cases pay such reas-
onable compensation to all such attorneys, agents, receivers and
employees as may reasonably be employed in connection with the
duties hereof. The Escrow Agent may act upon the opinion or
advice of any attorney, approved by the Escrow Agent in the exer-
cise of reasonable care. The Escrow Agent shall not be respon-
sible for any loss or damage resulting from any action or non-
action in good faith or reliance upon such opinion or advice.
(b) Except for its signature on the Certificates, the
Escrow Agent shall not be responsible: (i) for any recital herein
or in the Certificates, (ii) for the validity, priority,
recording or rerecording, filing or refiling of this Escrow
Agreement or any lease or other instrument, (iii) for insuring
the Property or affecting any insurance moneys, (i-) for the
validity of the execution by the Lessee of this Escrow Agreement
or of any supplements thereto or instruments of further
assurance, (v) for the sufficiency of the security for the Lease
Payments, or (vi) for the value or title of the Property or as to
the maintenance of the security hereof. The Escrow Agent shall
not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions or agreements on the part
of the Lessee under any lease or other instrument under which the
Property is operated, except as herein set forth; but the Escrow
Agent may require of the Lessee full information and advice as to
the performance of the covenants, conditions and agreements
aforesaid as to the condition of the property herein conveyed.
(c) The Escrow Agent shall only be responsible for the
safekeeping and investment of the money held in the Acquisition
Account and the payment thereof .in accordance with Section 2.2,
and shall not be responsible for the authenticity or accuracy of
the requisitions and the certifications contained therein, the
application of amounts paid pursuant to such requisitions by the
persons or entities to which they are paid, or the sufficiency of
the moneys credited to the Acquisition Account to make all of the
payments herein reo"aired.
(d) The Escrow Agent shall not be accountable for the
use of any Certificates delivered hereunder. The Escrow Agent
may become the Registered Owner of Certificates secured hereby
with the same rights which it would have if not Escrow Agent.
(e) The Escrow Agent shall be protected in acting upon
any notice, request, consent, certificate, order, affidavit,
letter, telegram or other paper or document believed to be
genuine and correct and to have been signed or sent by the proper
person or persons. Any action taken by the Escrow Agent pursuant
Page 8 - Escrow Agreement RaR%=ts1267.1pe
April 3, 1990
to this Escrow Agreement upon the request or authority or consent
of any person who at the time of making such request or giving
such authority or consent is the Owner of any Certificates, shall
be conclusive and binding upon all future Owners of the same
Certificate and upon Certificates issued in exchange therefor or
in place thereof.
(f) As to the existence or nonexistence at any fact or
as to the sufficiency or validity of any instrument, paper or
proceeding, the Escrow Agent shall be entitled to rely upon a
certificate signed on behalf of the Lessee by an authorized
officer thereof as sufficient evidence of the facts therein
contained, and prior to the occurrence of a default of which the
Escrow Agent has been notified as provided in subsection (d) of
this Section, or of which by said subsection it is deemed to have
notice, shall also be at liberty to accept a similar certificate
to the effect that any particular dealing, transaction or action
is necessary or expedient. The Escrow Agent may at its
discretion secure such further evidence deemed necessary or
advisable, but shall in no case be bound to secure the same. The
Escrow Agent may accept a certificate of the official, or an
assistant thereto, having custody of the appropriate records to
the effect that legislation or other action in the form therein
set forth has been enacted by the Lessee, as conclusive evidence
that such legislation or other action has been adopted and is in
full force and effect.
ent to do
things enumerated e
atedine hissEscrowive gAgreement shallht of the wnote
ube construed
as a duty and the Escrow Agent shall not be answerable for other
t ha n its negligence or willful default.
(h) At any time and all reasonable times the Escrow
Agent, and its duly authorized agents, attorneys, experts,
engineers, accountants and representatives, shall have the right
fully to inspect the Property, including all books, papers and
records of the Lessee pertaining to the Property, the Purchase
Agreement and the Certificates, and to take such memoranda from
and in regard thereto as may be desired.
(i) The Escrow Agent shall not be required to give any
bond or surety in respect of the execution of the said trusts and
powers.
(j) All moneys received by the Escrow Agent shall,
until used or applied or invagtari as hvrcin provided, be held in
trust for the purposes for which they were received but need not
be segregated from other funds except to the extent required by
law.
Page 9 - Escrow Agreement aWR\mta1267.1pe
April 3. 1990
(k) The Escrow Agent shall not be liable for any
action taken or omitted to be taken by it in good faith unless
such action shall constitute negligence or willful default.
(1) The Escrow Agent may, at any time, permit any
Ow,1er or the Lessor to inspect any document filed with the Escrow
Agent under the terms of this Escrow Agreement.
(m) The Escrow Agent shall be indemnified by the
Lessee and held harmless aaainot any loss, liability or axpense
incurred without negligence or bad faith on the part of the
Escrow Agent, arising out of or in connection_ with the acceptance
or administration of this trust, including the cost and expenses
of defending itself against any claim or liability arising out of
the Property.
(n) Before taking action under Sections 8.4 and 6.5,
the Escrow Agent may require that a satisfactory indemnity bond
be furnished by Owners of the Certificates for the reimbursement
of all expenses to which it may be put and to protect it against
all liability, except liability which is adjudicated to have
resulted from its negligence or willful default by reason of any
action so taken.
Section 5.3. Substitution of Escrow Agent. A state
bank organized under the laws of the State of Oregon or a
national banking association located in Oregon, having a reported
capital and surplus of not less than $50,000,000, may be substi-
tuted to act as Escrow Agent under this Escrow Agreement, upon
agreement of the parties hereto or upon written request of the
owners of sixty-six and tyro-thirds percent (66-2/3%) in aggregate
dollar amount of all Certificates then outstanding. Such
substitution shall not be deemed to affect the rights or
obligations of the Owners. Upon any such substitution the Escrow
Agent agrees to assign to such substitute Escrow Agent its rights
and delegate its duties under this Escrow Agreement.
Section 5.4. Resignation of Escrow Agent. The Escrow
Agent or any successor may at any time resign by giving mailed
notice to all owners of its intention to resign and of the
proposed date of resignation, which shall be a date not less than
60 days after such notice is deposited in the United States mail
with postage fully prepaid, unless an earlier resignation date
and the appointment of a Successor Escrow agent shall have been
or are approved by the Owners of sixty-six and two-thirds percent
(66-2/38) in aggregate dollar amount of the rertificato= thcII
outstanding. The Escrow Agent may be removed by the Owners of
sixty-six and two-thirds percent (66-2/3%) in aggregate dollar
amount of the Certificates then ot,tstanding.
AWR\�tt�1267.1p0
Page 10 - Escrow Agreement April 3, 1990
Section 5.5. Agents. The Escrow Agent may appoint an
agent to exercise any of the powers, rights or remedies granted
to the Escrow Agent under this Escrow Agreement, or to take any
other action which may be desirable or necessary.
ARTICLE VI
Assignment
Section 6.1. General Limitation. Except as specif-
ically provided herein, the rights and duties of each of the
parties under this Escrow Agreement shall not be assignable to
any person or entity without the writte: consent of all of the
other parties; provided that the consent of the Owners shall not
be required.
ARTICLE VII
Amendments
Section 7.1. Requirements for Amendment.
(a) This Escrow Agreement may be amended with the
consent of the Lessee and without the consent of the owners, but
only to cure any ambiguity, correct defects in the Escrow
Agreement, or to make any other change which, in the judgment of
the Lessor and the Escrow Agent, does not adversely affect the
interests of the Owners.
(b) This Escrow Agreement may be amended in writing
for any other purpose by agreement among all of the parties, but
(i) no such amendment shall become effective
until approved by the Owners of Certificates representing a
majority of the unpaid principal components of Lease
Payments; and
(11) no such amendment shall impair the right of
any owner to receive the proportionate share of any Lease
Payment in accordance with the owner's Certificate.
ARTICLE VIII
Covenants; Default; Exercise of
Rights and Agreement, Notices
Section 8.1. Covenants of Lessee. The Lessee cove-
nants and agrees with the Owners of the Certificates, to perform
ffw, .126'71P.
Page 11 - Escrow Agreement April s, 1990
231 obligations and duties imposed on it under the Purchase
Agreement; and to enforce such Purchase Agreement against Lessor
in accordance with its terms.
Sect ion 8.2. Covenants of Escrow Agant. Escrow
Age„t, as assignee of certair, of Lessor's obligations and duties
under the Purchase Agreement, covenants and agrees with the
Owners to perform all obligations and duties imposed on it under
the Purchase Agreement; and to enforce the Purchase Agreement
against Lessee in accordance with its terms.
Section 8.3. Notice of Nonpayment. If the Escrow
Agent does not receive sufficient moneys for the payment of arty
Lease Payment on the date and time the Lease Payments are due in
accordance with the Purchase Agreement, the Escrow Agent shall
immediately give oral and written notice of this fact to the
Lessee and Lessor.
Section 8.4. Escrow Agent's Action on Event of
Default. Upon the occurrence of an Event of Default by the
Lessee, the Escrow Agent, as assignee of Lessor's rights under
the Purchase Agreement, may take all actions necessary to
eliminate such default and to receive damages therefor, and shall
deposit all money recovered. from the Lessee in the Special Funa.
If the Escrow Agent fails to take such action_ within a reasonable
time, Lessor's rights under the Purchase Agreement may be
exercised and enforced by the Owners of Certificates representing
sixty-six and two-thirda percent (66-2/3%) of the unpaid
principal components of the unpaid Lease Payments.
Section 8.5. Escrow AaentIs Duties on Nonrnavment.
The Escrow Agent shall not have any obligation to take any action
to collect any Lease Payment not paid when due, but shall do so
upon written request and authorization by the Owners of
Certificates representing sixty-six and two-thirds percent
(66-2/3%) of the unpaid principal components of the unpaid Lease
Payments, and upon being satisfactorily indemnified against any
expense and liability with respect thereof but neither any such
request nor this provision shall affect any discretion given to
determine what action to take in respect of any such default.
Section 8.6. Distribution of Delinquent Lease
Payments. Escrow Agent shall transfer to the Paying Agent, and
the Paying Agent shall distribute pro rata to all owners
according to their ownership of total outstanding principal
components of I..ease Payments any interest paid by Lessee on
delinquent Lease Payments.
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Page 12 - Escrow Agreement April 3, 1990
ARTICLE IX
Limitation of Liability
Section 9.1. Lessee's Liability Limited to Pavment of
Lease Payments. Except for the payment of Lease Payments from
the Dedicated Funds when due in accordance with the Purchase
Agreement and the performance of the other covenants and
agreements of the Lessee contained in the Purchase Agreement, the
Lessee shall have no obligation or liability to any of the other
parties or to the Owners of the Certificates with respect to this
Escrow Agreement or the terms, executi(a, delivery or transfer of
the Certificates, or the distribution of Lease Payments to the
Owners by the Paying Agent.
Section 9.2. Lessor and Lessee Not Liable for
Performance of Escrow Agent. Neither the Lessee nor Lessor shall
have any obligation or liability to any of the other parties or
to the owners of the Certificates with respect to the performance
by the Escrow Agent of any duty imposed upon it under this Escrow
Agreement.
Section 9.3. Lessor and Escrow Agent Not Liable for
Lease Payments. Except as provided in this Escrow Agreement,
neither Lessor nor the Escrow Agent shall have any obligation or
liability to the Owners of the Certificates with respect to the
payment of the Lease Payments by the Lessee or any other covenant
made by it in the Purchase Agreement.
Section 9.4. General Limitation on Liability of
Escrow Aaent.
(a) The Escrow Agent shall have no obligation or
responsibility for providing information to the owners concerning
the investaent character of the Certificates, or for the
sufficiency or collection of any Lease Payments or other moneys
required to be paid to it under the Purchase Agreement, or for
the actions or representations of any other party to this Escrow
Agreement. The Escrow Agent shall have no obligation or
liability to any of the other parties or the Owners of the
Certificates with respect to this Escrow Agreement or the failure
or refusal of any other party to perform any, covenant or
agreement made by any of them under this Escrow Agreement or the
Purchase Agreement, but shall be responsible solely for the
performance of the duties expressly imposed upon it hereunder.
(b) The Escrow Agent shall not be responsible for the
sufficiency of the security for the Certificates executed and
delivered hereunder or intended to be secured hereby, or the
value of or title to the Property. The Escrow Agent shall not be
responsible or liable for any loss suffered in connection with
Pau190
Page 13 - Escrow Agreement April3, 1990
any investment of funds made by it under the terms of and in
accordance with this Escrow Agreement.
Section 9.5. Escrow Agent May Require OW.pion of
Counsel. Before being required to take any action, Escrow Agent
-may require an ,_pir_ion of counsel acceptable to Escrow Agent,
which counsel may be counsel to any of the parties hereto, or a
verified certificate of any party hereto, or both, concerning the
proposed action. If it does so in good faith, Escrow Agent shall
be absolutely protected in relying thereon.
ARTICLE X
Administrative Provisions
Section 10.1. Termination. Upon payment of all
outstanding Certificates, either at or before maturity, or upon
defeasance pursuant to Section 5.1 of the Purchase Agreement, the
Lessee's duties and obligations hereunder will terminate. This
Escrow Agreement will be terminated as to the duties and obligations
of the Escrow Agent and Lessor upon the payment of the Certificates.
Section 10.2. Records. The Escrow Agent shall keep
complete and accurate records of all moneys received and
disbursed under this Escrow Agreement, which shall be available
for inspection by the Lessee and the Lessor, or any Registered
_. Owner, or the agent of any of them, at any time during regular
business hours.
Section 10.3. Notices. Unless a party provides written
notification that a different address shall be used, all written
notices to be given under this Escrow Agreement shall be given by
mail to the party entitled thereto at the following addresses:
Lessor: United States National Bank of Oregon
Corporate Trust and Agencies Department
P. O. Box 3850
Portland, Oregon 97208
Lessee: City of Tigard, Oregon
133125 S.W. Hall Blvd.
P.O. Box 23397
Portland, Oregon 97223
Attention: Finance Director
Escrow United States National Bank of Oregon
Agent Corporate Trust and Agencies Department
P. O. Box 3850
Portland, Oregon 97208
Page 14 - Escrow Agreement a++a\mcsize7.ipe
Any such notice shall be deemed to have been received
48 hours after deposit in the United States mai]. in registered
form, with postage fully prepaid.
Section 10.4. Governing Law. This Escrow Agreement
shall be construed and governed in accordance with the laws of
the State of Oregon.
Section 10.5. Severabilitv. Any provision of this
Escrow Agreement found to be prohibited by law shall be
ineffective only to the extent of such prohibition, and shall not
invalidate the remainder of this Escrow Agreement.
Section 10.6. Survival. This Escrow Agreement shall
be binding upon and inure to the benefit of the parties and their
respective successors and assigns.
Section 10.7. Counterparts. This Escrow Agreement may
be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same agreement.:
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Page 15 Escrow Agreement Apr11 3, 1990
im wpz?Nu4M nw Qnu--p, the parties have executed t hia
Escrow Agreement as of the date and year first :mitten above.
UNITED STATES NATIONAL BANK OF OREGON
as Lessor and Escrow Agent
BY:Authorized Officer
CITY OF TIGARD, OREGON, as Lessee
By:
Finance Director
Page 16 - Escrow Agreement BWApmil 3, 1990
Aptll 3, 1990
APPENDIX A
(FORM OF CERTIFICATE)
No. R- $
CERTIFICATE OF PARTICIPATION
SERIES 1990
Evidencing a Proportionate Interest of the Owner
Hereof in Certain Lease Payments to be Made
Under. a Lease-Purchase Agreement between
CITY OF TIG!D
WASHINGTON COUNTY, OREGON
and
UNITED STATES NATIONAL BANK OF OREGON
PRINCIPAL COMPONENT PRINCIPAL COMPONENT
INTEREST RATE MATURITY DATE DATED CUSIP
1990
REGISTERED OWNER:
PRINCIPAL AMOUNT- DOLLARS
This Certificate is executed and delivered by United
States National Bank of Oregon, pursuant to an Escrow Agreement,
dated , 1990, between United States National Bank of
Oregon, as Escrow Agent and Lessor. and the City of Tigard,
Washington County, Oregon, as Lessee. Lessor and Lessee have
entered into that certain Lease-Purchase Agreement, dated
, 1990 (the "Purchase Agreement"), pursuant to which
Lessee is legally required to make lease payments (the "Lease
Payments") . Lessor has assigned to Escrow Agent all of its
right, title and interest for the benefit of the Owners of the
Certificates under the Escrow Agreement.
crtiflcatt: is entitled proportionately to receipt
of the principal component of Lease Payments in the amount set
forth as Principal Amount above due on the Principal Component
Maturity Date set forth above and is entitled proportionately to
receipt of an amount of the interest component of Lease Payments
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Page 1 - Appendix A (Form of Certificate) April 3, 19,90
each Lease Payment Date attributable to the interest accruing on
said principal component at the Principal Component Interest Rate
set forth above.
The Escrow Agent shall pay to the Registered Owner
specified above, or registered assigns, the Principal Amount
specified above on the above Principal Component Maturity Date
together with interest thereon from the dated date indicated
above at the Principal Component Interest Rate per annum
indicated above, but solely from amounts deposited in the Special
Fund established in the Escrow Agreement. Interest is payable on
June 1 and December 1 of each year, commencing on December 1,
1990 (the "Payment Date") . Interest on this Certificate is
payable through the principal corporate trust office of the
Paying Agent by check or draft mailed on the Payment Date (or the
next business day if the Payment Date is not a business day) to
the Registered Owner at the address appearing on the Certificate
Register as of the fifteenth day of the month preceeding the
Payment Date. Certificate principal is payable upon presentation
and surrender of this Certificate to the Paying Agent.
ADDITIONAL PROVISIONS OF THIS CERTIFICATE APPEAR ON THE
REVERSE SIDE; THESE PROVISIONS HAVE THE SAME EFFECT AS IF THEY
WERE PRINTED HEREIN.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all
conditions, acts, and things required to exist, to happen, and to
be performed precedent to and in the execution and delivery of
this Certificate have existed, have happened, and have been
performed in due time, form and manner.
IN WITNESS WHEREOF, the Escrow Agent has caused this
Certificate to be executed by facsimile signature of an
authorized officer as of the date set forth above.
UNITED STATES NATIONAL, BANK OF OREGON
By:
Authorized Officer
Page 2 - Appendix_ A (Form of Certificate) mra\mt.1267.1pa
App ll 3, 1990
THIS CERTIFICATE SHALL NOT BE VA?,ID UNLESS PROPERLY AUTHENTICATED
BY THE PAYING AGENT IN THE SPACE INDICATED BELOW.
Date of Authentication:
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates of Participation in the
Lease Payments due under the Purchase Agreement described herein,
and is properly registered and authenticated pursuant to the
Escrow Agreement.
UNITED STATES NATIONAL BANK OF OREGON, as Paying Agent
By:
Authorized Officer
(On Reverse Side]
Additional Provisions
This Certificate is one of the Certificates of
Participation, Series 1990, being executed and delivered in the
aggregate principal amount of $ The City is
authorized to enter into the Purchase Agreement and Escrow
Agreement by a Resolution of its City Council adopted on
, 1990.
The Certificates shall be subject to redemption upon
prepayment of associated principal components of Lease Payments,
on and aftc- , 19_, in whole at any time or in part
on any Payment Date, in inverse order of maturity and by lot
within a maturity in such manner as the Paying Agent shall
determine at a price of par plus interest accrued to the date
fixed for redemption.
Notice of any call for redemption, unless waived by the
Registered Owners of the Certificates to be redeemed, shall be
mailed not less than 30 days and not more than 60 days prior to
such call to the Registered Owners of the Certificates to be
redeemed, and otherwise given as required by the terms of the
Escrow Agreement and as required by law; however, any failure to
give notice shall not invalidate the redemption of the
Certificates. All Certificates called for redemption shall cease
to bear interest from the date designated in the notice.
The Lease Payments are a special obligation of the
City, payable solely from proceeds of the Dedicated Funds which
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Page 3 - Appendix A (Form of Certificate) Apzii 7, 1s90
are deposited in the Special Fund, and from any unexpended
proceeds of the Certificates in the Acquisition Account, as
provided in the Purchase Agreement and the Escrow Agreement. THE
LEASE PAYMENTS ARE NOT GENERAL OBLIGATIONS OF THE CITY. THE
REGISTERED OWNERS OF THE CERTIFICATES DO NOT HAVE A LIEN OR
SECURITY INTEREST ON THE PROPERTY FINANCED WITH THE PROCEEDS OF
THE CERTTFICATE.SI. .
The Certificates are issuable in the form of registered
Certificates without coupons in the denominations of $5,000 or
any integral multiple thereof. Certificates may be exchanged for
Certificates of the same aggregate principal amount, but
different authorized denominations in the manner and subject to
the conditions of the Escrow Agreement.
Any transfer of this Certificate must be registered, as
provided in the Escrow Agreement, upon the Certificate register
kept for that purpose at the principal corporate trust office of
the Paying Agent. The City and the Paying Agent may treat the
person in whose name this Certificate is registered as its
absolute owner for all purposes, as provided in the Escrow
Agreement.
The Registered Owner may exchange or transfer any
Certificate only by surrendering it, together with a written
Instrument, of exchange or transfer which is satisfactory to the
Paying gent and duly
Paying y-...... ..... g executed by the Registered Owner or his
(i. duly authorized attorney, at the principal corporate trust office
of the Paying Agent in the manner and subject to the conditions
set forth in the Escrow Agreement.
The Registered Owner of this Certificate shall have no
right to enforce the Purchase Agreement or to institute action to
enforce the covenants therein, or to take any action with respect
to any event of default under the Purchase Agreement, or to
institute, appear in or defend any suit or other proceeding with
respect thereto, except as provided in the Escrow Agreement. In
certain events, on the conditions, in the manner and with the
effect set forth in the Purchase Agreement and the Escrow
Agreement, the Lease Payments may be accelerated and become due
prior to the applicable Lease payment date under the Purchase
Agreement. This may result in payment of the Certificates prior
to the stated Principal Component Maturity Date. Modifications
of this Certificate, the Escrow Agreement and the Purchase
Agreement may be made only to the extent and in the circumsrancas
permitted in the Escrow Agreement and the Purchase Agreement.
Page 4 - Appendix A (Form of Certificate) "R\.ta12e7.2pe
April 3, 1990
ASSIGNMENT
{
k FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
Please insert social security or other
identify number of assignee
this Certificate and does hereby irrevocably constitute and
appoint as attorney to transfer this Certificate an the books
kept for registration thereof with the full power of substituLiun
in the premises.
Dated:
Signature:
NOTICE: The signature to this assignment must correspond with
the name of the Registered Owiner as it appears upon the face of
this Certificate in every particular, without alteration or
enlargement or any change whatever.
NOTICE: Signature(s) must be Signature Guaranteed
guara.,teed by a member of
the New York Stock Exchange
or a commercial bank or (Bank, gust Company or
trust company. Brokerage Firm)
Authorized Officer
The following azar=v--t__ns, wife.-. used - -r_
inscription on the face of this Certificate, shall be construed
as though they were written out in full according to applicable
laws or regulations.
TEN COM -- tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
OREGON CUSTODIANS use the following:
as custodian for
u - �j
ndertheOregon Uniform Transfers to Minors Act.
Additional abbreviations may also be used though not in
the list above.
&WR\mte1267.1p0
Aptll 3, 1990